Conditions of Sale
- These terms and conditions shall apply to the sale as reflected on the invoice from Seller to Buyer and
to any quotation by Seller issued to Buyer in connection herewith. The terms and conditions set forth on the invoice
of which this is made a part shall supersede those terms and conditions set forth in any Buyers order.
- Sellers prices are F.O.B. Seller’s plant unless otherwise specified. Full payment of the purchase price and any other
charges is due within thirty (30) days after invoice date, unless otherwise negotiated. Credit Card payments will be subject to processing/service charges.
PASSAGE OF TITLE
- For Sales Transactions: Notwithstanding whether ATLAS-SSI or alternatively Customer, arranges or pays for shipping, title shall pass to Customer (Or third party stipulated by Customer) upon receipt of goods and final acceptance by Customer at point of destination designated above. Any loss or damage prior thereto will be Sellers risk.
- The Seller, ATLAS-SSI Inc., warrants to the original purchaser only, each new and unused product of its manufacturing to be free from defects in material and workmanship for the “Warranty Period” specified as _______ months. The Warranty Period will begin after delivery of the equipment to the original purchaser. If, within the Warranty Period, Seller received written notice promptly after the discovery of any defect in the material or workmanship in the equipment Seller shall remedy each such defect at Seller’s option, either by (1) making available F.O.B. Seller’s plant replacement part(s); (2) repairing any defective part(s); or (3) authorizing and accepting the return of the Product by the Buyer and refunding the purchase price. This Warranty is not applicable to commercial items used on Seller’s assembled equipment which are manufactured by others except to the extent of the original equipment manufacturer’s warranty to Seller which Seller can pass on. The Warranty does not cover repair or replacements required as a result of misuse, mishandling, improper storage, extreme weather, use other than under normal operating conditions, failure to install, test, use, maintain and repair the Product in accordance with Seller’s instructions or other use inconsistent with Seller’s instructions. The remedies specify in this paragraph constitute Seller’s sole obligation and liability and Buyer’s exclusive remedy under this Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THERE SHALL BE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THIS SALE AND THE SERVICES TO BE PROVIDED HEREIN. INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIED OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR REGARDING THE RESULTS TO BE DERIVED FROM THE USE OF THE EQUIPMENT OF SERVICES.
REMEDIES; LIMITATIONS OF LIABILITY
- In no event shall Seller be liable to Buyer for any consequential,
exemplary, punitive or special damages, even if such party has been notified that an act or omission may give rise to such damages. Nothing herein shall limit any right of recovery under any policy of insurance or any bond. Further the Seller’s total liability shall not exceed the purchase price quoted herein.
- The purchase of equipment, merchandise, and/or services described on the invoice which is made a part hereof shall be deemed to have been executed and delivered in the State of Louisiana and it shall be governed by and construed in accordance with the laws of the State of Louisiana. This agreement and all attachments hereto, set forth the entire agreement and understanding between the parties and supersede all prior oral and written and contemporaneous oral agreements and understandings related to the subject matter hereof. In the event of any ambiguity or conflict or inconsistency between these conditions and any attachments hereto the terms and conditions set forth herein shall prevail and control. No representation, promise, inducement or statement of intention not expressly set forth herein has been made by either Buyer or Seller.
TAXES AND FREIGHT
- Buyer shall be responsible for applicable local, state or federal taxes and all freight bills required for this purpose unless otherwise specified.
- Shipping or delivery date is approximate. Seller shall not be liable for delays in or failure of delivery due to strikes or labor troubles, supplier delays, accidents, fire, flood, acts of God, action by government authority, changes requested by Buyer, or cause beyond its control. If shipment is delayed at the request of the Buyer, payment shall be made as though shipment has been made as specified.
Purchase Order Terms and Conditions
The term “Seller” shall include all suppliers of Goods and Services for Buyer’s designated benefit. The term “Buyer” means Atlas-SSI, Inc and its affiliate companies and their subsidiaries. The term “Goods” means the materials, equipment or supplies, which are the subject matter of the Purchase Order, (hereinafter “Order”). The term “Services” means labor related to Goods as may be provided from time to time by Seller or its subcontractors including labor at Buyer’s or third-party premises.
Seller, by accepting this Order, agrees to the following conditions of the purchase:
IMPORTANT: The provision set forth in the face of the Purchase Order (including any written requisition,
instructions, or other documents issued by Buyer in connection with this order, which items are hereby incorporated by reference and shall become part of this Order) and the Terms and Conditions stated on the reverse side of the Order (reprinted here) shall constitute the complete and exclusive statement of the terms of the Order as agreed between Buyer and Seller. Any additional or different terms proposed by Seller in any quotation, acknowledgement or
other documents are hereby deemed to be material alterations to this Order, and Buyer hereby gives notice of objection to such proposed terms and they shall be void. Any modifications or amendments to these Terms and Conditions must be in writing and executed by both Buyer and Seller in a separate signed document. These Terms and Conditions shall supersede any and all previous verbal or written representations, agreements and commitments in connection with this order.
By commencing work in fulfillment of the requirements of this Order, Seller
shall signify acceptance of all provisions of the Order, including these Terms and Conditions
PRICE AND PAYMENT:
In the absence of indication of price by Buyer, Seller must not fill this Order
at a price higher than last quoted or charged to Buyer without Buyer’s written consent. Seller represents
that the prices charged for these items or service covered by this Order are not higher than prices charged
for similar terms and conditions to other purchasers and that the prices comply with the applicable
government regulations in effect at the time of Order placement, sale or delivery. Buyer expressly agrees to
the VENDOR MANAGEMENT PROGRAM terms and conditions contained within
Notwithstanding paragraph 3 above, any general price decrease announced by
Seller or any decrease in Seller’s cost shall automatically result in a reduction of the price charged to
buyer. Buyer shall have the right to audit price and costs upon notice to Seller and shall be entitled to
retroactive price adjustments and a refund based on adjustable price.
Buyer will pay Seller Sixty (60 days) from the date of acceptance of the goods
or receipt of the invoice whichever is later
The Buyer reserves the right to change by written or electronic notification
any of the following: (a) Specifications, drawings and data incorporated in this Order where the items to be
furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or
packaging; (d) place of delivery; (e) time of delivery; or (f) any other matters affecting this
Seller warrants that Goods subject to this Order shall conform to
specifications, drawings, samples and other descriptions furnished or adopted by Buyer, shall be new and
unused, free from defect in workmanship and material, be fit and sufficient for the purpose intended,
merchantable, and shall be subject to all warranties express or implied available at Law whether under
statue or otherwise. The seller further guarantees the satisfactory operation of the Goods including but
not limited to where the relevant requirements have been made known to the Seller with regards to the way in
which the Goods are to function in conjunction with other plant equipment. Within a reasonable time after
receipt, installation, and commencement of use of the Goods, Buyer may reject and return at Seller’s expense
all or any part of the Goods, which are defective or do not conform to this Order. Seller’s warranties of
the Goods shall remain in effect the longer of (a) eighteen (18) months from use or eighteen months after
Buyer installs and commences using the Goods in its own manufactured products. If during the warranty
period Buyer finds that such goods do not conform to Seller’s express or implied warranties, Seller shall
promptly repair or replace (at Buyer’s election) all or part of the Goods to make them conform. Upon
reasonable request from Buyer, the Seller at its cost and risk shall forward to the location of the
furnished item of work, by air freight or other agreed mode of transport, the parts and /or equipment needed
to replace the Goods within a reasonable time, Buyer shall have the right to reject and return at Seller’s
risk and expense some or all of the Goods/ Seller shall, within 30 days of the return of Goods, promptly
refund all monies previously paid by Buyer for the purchase of the defective or non-conforming Goods
including any freight. Any monies not refunded within 30 days will thereafter be subject to interest
charged at the maximum rate allowable by law.
The failure of the Goods hereunder to meet the quality herein specified or,
except to the extent provided in Section 9 hereof, the failure of seller to make any delivery in the
quantity or within the time specified or to comply with any instructions given to it in writing by Buyer or
any breach by Seller of any other Terms and Conditions hereof shall give Buyer the option to refuse
acceptance and to cancel this Order (including Buyer’s payment of obligations) as to some or all of the
Goods. Buyer shall give written notice to Seller advising it of the breach and requiring Seller to make
good within such reasonable period as Buyer may determine. Upon any such failure Buyer may place an Order
elsewhere for an equal or lesser quantity of Goods of the same or substantially equal quality and charge
Seller with any loss so incurred. Any failure of Buyer to exercise this option with respect to any portion
of this Order shall not constitute a waiver of Buyer’s rights nor release Seller from any of its obligations
under this Order.
In the event of any clause or condition beyond the reasonable control of
either part hereto that interferes with a party’s obligations hereunder, the affected party shall promptly
notify the other party and the parties hereto shall be temporarily excused from performance hereunder to the
extent performance is affected by, and for the duration of, such cause or condition, provided, however, that
in the event, that Seller is delayed more than two business days, Buyer may seek to obtain the goods from an
(a) Goods shall be prepared, secured and packaged by the seller to ensure
adequate protection until received and inspected for transit damage at the place of delivery in this Order.
Seller shall be responsible for a loss, damage, costs or expenses incurred or suffered by Buyer as a result
of any damage which is attributable to defective and /or insufficient packaging. Packaging shall, at
minimum, comply with IVC and DOT regulations, and if for export, the latest Seaship Requirements.
(b)Hazardous material or equipment shall not be packaged with that of a harmless nature. Containers of
hazardous material or equipment must be so marked.
Goods shall remain under Seller’s ownership and risk of loss until delivered
as specified in this Order. Whenever the Seller shall have in its possession property of Buyer, Seller
shall be deemed an insurer thereof, shall assume risk of loss, and shall be responsible for it safe delivery
to Buyer. The signature of a representative of Buyer, or the person to whom the Seller has been instructed
to affect delivery of the Goods, shall be evidence of receipt only and shall not be construed as Buyer’s
confirmation or acceptance that the Goods were received in the conditions specified in this Order.
Buyer reserves the right to inspect the Goods at the place of manufacture or
fabrication including that of Seller’s subcontractor(s). Inspection or failure to inspect or expedite shall
in no way relieve the Seller of its duty with all conditions and warranties under this Order, nor deprive
Buyer of any remedy against the Seller.
(a) Seller will indemnify, release, defend and hold harmless the Buyer from any
and all costs, actions, causes of action, claims and demands for, upon, or by reason of any damage, loss
injury or suffering which may be incurred or alleged to have resulted from the performance of the Seller’s
obligations under this order (including but not limited to, the design, manufacture, marketing, sale,
shipment, use, consumption, destruction, repair, maintenance, or return of the goods or services covered by
this purchase order. Whether by contract, tort, or otherwise and whether or not such actions, causes of
action, claims and demands are caused by contributed to by the sole, joint, contributory or concurrent
negligence, omission, strict liability or fault of buyer. Further, Seller will indemnify, protect, defend
and reimburse Buyer for all costs, expenses., liabilities, or damages arising from the infringement or
alleged infringement of Letters, Patent, Registration, Design, Trade Mark, copyright or other protected
right in respect of the material or equipment furnished pursuant to this Order, or by the mode of operation
of the equipment so furnished. When the term “Buyer” is used in the context of an indemnified party in this
Order, such term shall include Buyer, its co-lessees, co-owners’ partners, joint ventures, agents, insurers,
other contractors, subcontractors; and all directors, officers, and employees of the foregoing. Under this
Section 13 exceed maximum limits under applicable law, said insurance requirements or indemnity obligations
shall be automatically amended to conform to the maximum monetary limits permitted under such law.
(a) Seller shall, at Seller’s sole cost, maintain Comprehensive General
Liability Insurance with the limits of at least $1,000,000 combined single limit per occurrence, including
but not limited to coverage for public liability (bodily/personal injury, property damage premises
coverage), contractual liability for those liabilities assumed under this Order, liability for pollution and
cleanup on a sudden and accidental basis, products and completed operations, protective
liability/independent contractors work sublet, and with the “care, custody, and control exclusion” deleted.
(b) In addition, Seller shall carry, Liability insurance with limits of at least $1,000,000 per
accident/occurrence: Automobile Liability Insurance with limits of at least $1,000,000 combined single limit
per occurrence; and any other insurance as may be required under applicable law, statute, ordinance or
regulations of any government authority. (c) All insurance policies of Seller, including but not limited to
those described herein, shall expressly waiver subrogation as to Buyer, shall Buyer as additional insured,
and shall be primarily over any insurance maintained by Buyer. If requested by Buyer, Seller shall furnish
evidence that the above insurance requirements are met. The term “Buyer”, as used in this Section, shall
include all entities and persons included in the definitions of a” Buyer” as set out in Section 13.
Seller shall perform its obligations under this Order as an independent
contractor and not as an employee of Buyer. Seller shall be free of all control by Buyer, its agents or
employees, as of the means and methods of accomplishing the end result required by Order.
Buyer may cancel all or part of this Order at any time.
All Goods, in whatever stage of completion and any part thereof and any
materials intended to form part thereof shall be promptly marked as such by Seller as items to which Order
Seller shall not disclose to any third party (except to the extent required by
subcontractors or as authorized in writing by Buyer or as required by law or regulation) or use (except in
connection with performance under this Order), (a) any design drawings, specifications, technical data or
other information relating to the Goods or to Buyer’s business received or acquired directly from Buyer, or
(b) the existence of this Order or any details or characteristics of the Goods by description, photograph,
model or other representation. All drawings supplied hereunder by Buyer shall remain Buyer’s property and
shall able returned to Buyer upon completion or termination of this Order. Seller shall require any
permitted subcontractor to comply with the same restrictions and obligations imposed upon Seller by this
Section, and Seller shall be liable for the consequences of any breach of this condition.
Any state or local sales, use or similar taxes authorized in the amount billed
must be separately stated and itemized, and it is understood that acceptance of this Order shall constitute
an agreement that unless taxes are separately stated and itemized, none are included in the amount
Buyer reserves the right to audit the accounts and records of Seller and
Seller’s subcontractors’ relation to all material and services pertaining to this Order where Buyer has paid
on a reimbursable basis. Seller shall retain all accounts and records relating to all materials and
services pertaining to this Order for at least three (3) years after Buyer’s receipt of the goods under this
Order. No director, employee or agent of Seller shall give or receive any commissions, fee rebate, gift or
entertainment of significant cost or value in connection with this Order or enter into business arrangement
with any director, employee or agent without prior written notification thereof to Buyer.
Enforceability/ choice of law/ jurisdiction and venue:
If any part of this Order is judicially declared invalid, void or unenforceable, the remainder of the Order shall not thereby be invalidated or voided, but such part(s) shall be deemed modified to the extent required to make it enforceable, if necessary, the Order shall be deemed to be amended to delete the unenforceable part(s) and the remainder of the Order shall have the same force and effect as if such part(s) had never been included herein. This Order shall be governed by and construed in accordance with the laws of the State of Louisiana, excluding its conflicts of law and choice of law and principles, and exclusive jurisdiction and venue for any disputes arising under this Order shall lie in the district courts of Lawrence County, MS.
Rental Contract & Agreement
This Master Equipment Rental Contract (“Contract”) made by and between Atlas-SSI, Inc. (“Atlas-SSI”) and _____ (“Customer”) contains, along with any addendums and exhibits hereto and the Rental Terms and Conditions found at www.atlas-ssi.com all incorporated by reference, the terms and conditions governing the rental of all equipment from Atlas-SSI by Customer (“Equipment”). Such Equipment may include, but not be limited to, Buckets and Grapples and other material handling equipment.
Atlas-SSI hereby rents to Customer, and Customer rents from Atlas-SSI, the Equipment detailed on each addendum to this Contract (“Addendum”). The applicable Addendum will contain the specifics for each piece of Equipment rented, including description and serial number, rental amount, rental term, and replacement value. The term of rental shall begin on the date the Equipment is placed into transit to Customer and will continue for the number of months indicated on the addendum (“Rental Term”). The Rental Term shall automatically renew for a month-to-month term upon expiration of original Rental Term, until Customer gives Atlas-SSI at least thirty (30) calendar days prior written notice of its intention not to renew. After such notification, the Rental Term shall continue until the Equipment is effectively returned to Atlas-SSI. Customer shall give Atlas-SSI not less than 48 hours prior written notice before returning any piece of Equipment, and such notice must specify the Equipment to be returned and correlating contract or Addendum number. Atlas-SSI will issue Customer a return authorization during that 48-hour period, and Customer may not return Equipment to Atlas-SSI until a minimum of 48 hours from the time of such notice to Atlas-SSI and receipt of return authorization.
Equipment shall be effectively returned to Atlas-SSI when it is received by Atlas-SSI, and Atlas-SSI has determined, in its sole discretion, that the Equipment is in the same condition as at the beginning of the Rental Term, normal wear and tear excepted, and is in a certified clean condition. If such Equipment is judged to need repair, such Equipment shall be not be effectively returned, and shall remain on rent, until Customer has issued and paid a P.O. number against any repair estimate issued by Atlas-SSI and/or its third-party depot (after receipt, cleaning and inspection of such Equipment). If Customer issues an approval and P.O. number against a repair estimate within fifteen (15) days of issue of such repair estimate, Atlas-SSI shall backdate rental credit to the repair estimate date. If Customer disputes a repair estimate or invoice, Customer shall continue to pay rent on such Equipment subject to the repair dispute until the dispute is resolved and closed out to Atlas-SSI’s sole satisfaction. Notwithstanding any of the foregoing definitions of effective return, should later inspection reveal, in Atlas-SSI’s sole discretion, the need for further repair or cleaning, Customer shall be charged rent until re-cleaning is completed, or the Customer has issued a P.O. number against a repair estimate for such Equipment. For extensive repairs requiring insurance company approval or if the Equipment has been deemed a total loss, Customer shall pay rent until repairs are completed or a P.O. number has been applied to the total loss Replacement Value. Further, the termination of a Rental Term or Addendum does not act as a termination of this Contract and does not excuse or waive Customer’s performance hereunder.
Atlas-SSI will bill Customer monthly for rent and other charges. As rent, Customer agrees to pay a Daily Rental Amount (as indicated on the Addendum) for each day of the Rental Term, plus any other charges, without setoff or deduction, within thirty (30) calendar days of the date of the invoice. Each invoice will reflect the number of pieces of Equipment rented by Customer. If Customer believes such count to be inaccurate, Customer must notify Atlas-SSI, in writing, within fifteen (15) days, or Customer will be deemed to have accepted Atlas-SSI’s count as accurate. Customer will also pay or reimburse Atlas-SSI for any and all sales and use taxes, value added taxes, personal property taxes, or other direct taxes levied against or based upon the amount of rentals paid or to be paid hereunder, or any license fees or assessments based upon the leasing, use or operation of the Equipment. Further, Customer shall pay directly or reimburse Atlas-SSI for all freight and/or delivery charges, and any in and out handling, loading, customs duties and other charges associated with delivery, transportation, return, inspection, testing, cleaning, or certification of Equipment during the Rental Term. Such amounts shall be due regardless of whether or not Customer has returned the Equipment, as Customer does not have the ability to terminate a Rental Term prior to its expiration.
- Equipment will be delivered F.O.B. (Mississippi law or FCA Incoterms, as applicable), Customer shall inspect such Equipment upon receipt in accordance with the Lease Commencement Inspection Checklist, attached hereto as Exhibit A (as found on http://www.Atlas-SSI-ssi.com). Risk of loss shall pass to Customer when Equipment is loaded for transport.
- Customer shall use the Equipment with reasonable care and, at Customer’s expense, maintain the Equipment and all parts in good repair and operating condition and in a safe condition
- CUSTOMER SHALL NOT DEPOSIT ANY PRODUCT INTO THE EQUIPMENT THAT IS NOT CHEMICALLY COMPATIBLE WITH THE EQUIPMENT’S MATERIAL OF CONSTRUCTION. SHOULD THE CONTENTS OF THE EQUIPMENT, OR THE ENVIRONMENT TO WHICH IT IS EXPOSED, AFFECT, ATTACK, ALTER OR DAMAGE THE INTEGRITY OR QUALITY OF THE EQUIPMENT OR CAUSE PITS OR STRESS FRACTURES, THEN CUSTOMER AGREES TO PAY TO ATLAS-SSI THE REPLACEMENT VALUE OF THE EQUIPMENT.
- Customer will not exceed the loading capacity of the Equipment and will prevent excessive impact and concentrated loads.
- Equipment may not be used for the transportation of hazardous wastes and nuclear substances.
- Customer shall not destroy or alter any Atlas-SSI serial numbers, any markings regarding the carriage of hazardous materials, or other identifying marks affixed to the Equipment.
- Customer will not, without Atlas-SSI’s prior written consent, make or permit any changes, alterations, or improvements in or to the Equipment or remove therefrom any parts, accessories, attachments, or other equipment.
- Customer shall maintain, use, store and operate the Equipment in compliance with all applicable laws, regulations and administrative orders, import and export regulations, the Federal Corrupt Practices Act, environmental regulations governing the contents of the Equipment, and Coast Guard testing and re-certification requirements. Customer shall maintain all necessary and appropriate compliance certifications and approvals for the Equipment during the term of rental and comply with all periodic testing requirements. Atlas-SSI will deliver the Equipment with all required certifications, approvals, and testing. Customer shall regularly maintain Equipment following all Atlas-SSI prescribed maintenance. Customer shall pay for the transport of the Equipment to and from the Mississippi facility, and shall pay the cost of cleaning and any necessary repairs. The cost of such periodic testing, inspection, and/or classification, and the applicable fees, shall be for Atlas-SSI’s account. The Equipment shall remain on lease, and Atlas-SSI shall not be responsible for providing replacement Equipment, during transport and testing.
- In the event that Customer places the Equipment in a location outside of the United States, Customer shall so inform Atlas-SSI, and shall provide assurances to Atlas-SSI that the location is not in violation of any executive order of the United States regarding financial sanctions. (See www.treasury.gov/resource-center/sanctions).
Loss, Damage, or Destruction of Equipment:
If any Equipment is damaged during the term of the Contract, Customer shall promptly notify Atlas-SSI of same and, after receiving consent from Atlas-SSI, shall repair the Equipment to Atlas-SSI’s satisfaction at Customer’s expense. Should Equipment become lost, damaged beyond repair (total loss), stolen, or destroyed or if Customer should be unable to return Equipment to Atlas-SSI, Customer shall, within ten (10) business days following earlier of such loss or damage or the expiration of the Rental Term (as set forth in the Addendum hereto), pay to Atlas-SSI the replacement value of the Equipment (“Replacement Value”) as listed on the Addendum. Such lost, stolen, destroyed or totally damaged Equipment shall remain on rent until Customer has issued a P.O. number against the Replacement Value of such Equipment.
In accordance with Equipment Return Procedures, on Exhibit B (as found on http://www.Atlas-SSI-ssi.com/reference-materials.html) attached hereto, upon the expiration of the Rental Term, Customer shall return Equipment in the same condition as when received, wear and tear excepted, either to a cleaner approved by Atlas-SSI (known as “Approved Cleaners”, a listing of which can be found at www.Atlas-SSI-ssi.com/reference-materials.html), or to Atlas-SSI in a certified clean condition. Customer’s obligation to pay rent for the Equipment shall continue until Atlas-SSI or an Approved Cleaner inspects and indicates, in writing, acceptance of the Equipment. Should such inspection reveal the need for repair, re-clean, or re-certification, Customer must pay the costs associated therewith as additional rent. The Rental Term will continue until such payment is received.
Customer represents and warrants that it has made such investigations as it deems necessary to satisfy it that the Equipment leased hereunder is adequate and sufficient for Customer’s intended use, that it has not relied upon any statements of Atlas-SSI, express or implied, in selecting the Equipment leased hereunder. Atlas-SSI warrants that all Equipment will be delivered in good condition and warranted for defects in material or workmanship for the body but not for parts or additions thereto for the rental period. ATLAS-SSI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT AND EXPRESSLY DISCLAIMS, WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT MEETS ANY GOVERNMENTAL REQUIREMENTS, AND CUSTOMER WAIVES THE SAME. ATLAS-SSI PROVIDES THE EQUIPMENT “AS IS.”
Waiver of Consequential Damages:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REPUTATION, LOSS OF GOODWILL, INCREASE IN OPERATING COSTS, FINANCIAL OR ECONOMIC LOSS, OR ANY OTHER INCIDENTAL DAMAGE.
Dated this the _________ day of _______, 20_____ (the “Effective Date”)
Name (please print) ______________
Address:215 Hwy 19, Slaughter, LA 70777
Name (please print) ______________
Rental Terms and Conditions
In addition to the terms contained in the Master Equipment Rental Contract (the “Contract”) between Atlas-SSI and the Customer, the following terms and conditions govern the Customer’s rental of Equipment and are incorporated by reference in full into such Contract:
To the fullest extent permitted by law, Customer hereby agrees to indemnify, defend and hold harmless Atlas-SSI and its affiliates, and their respective directors, officers, managers, employees, agents, representatives, successors and assigns (“Atlas-SSI Group”) from and against any and all losses, fines, penalties, damages, injuries, claims, suits, costs, expenses, liens, awards, judgments, and other demands whatsoever (including reasonable attorneys’ fees and court costs arising out of or relating to any claim, demand, suit or legal action or proceeding of any nature (“Claim”), including, without limitation, personal injury and/or property damage, made on or against Atlas-SSI Group, or any of them, and caused by, or otherwise arises under or is related, directly or indirectly, to (A) Customer’s use, possession, operation, custody, maintenance, repair, delivery, handling or transportation of the Equipment after the Effective Date of this Contract, (B) any other act or omission of Customer after the Effective Date of this Contract, and/or (C) Customer’s violation of any applicable statutes, regulations, rules, codes, ordinances, and/or orders of lawfully constituted authorities, including, without limitation, regulations promulgated by the Occupational Safety & Health Administration, as may be amended from time to time. The provisions of this Section shall apply even if such Claim was caused by the concurrent, joint, or comparative negligence of any member of Atlas-SSI Group.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REPUTATION, LOSS OF GOODWILL, INCREASE IN OPERATING COSTS, FINANCIAL OR ECONOMIC LOSS, OR ANY OTHER INCIDENTAL DAMAGE.
Customer shall provide insurance certificate(s) to Atlas-SSI evidencing commercial general liability, automobile liability, pollution legal liability, and property coverage in amounts sufficient to satisfy Customer’s obligations under this Contract, but in no event with limits less than $1,000,000 per occurrence for each of the liability policies, and the Replacement Value of the Equipment for the property policy. Such insurance shall be written by an insurance company acceptable to Atlas-SSI, endorsed to add Atlas-SSI as an additional insured (or loss payee, as applicable), stating that such insurance is primary to other coverages, providing that no insurance policy will be cancelled or materially changed without thirty (30) days prior written notice to Atlas-SSI, and stating that Customer and Customer’s insurers waive their rights of subrogation against Atlas-SSI. If Customer carries a deductible or self-insured retention in excess of the minimums stated above, Customer shall provide adequate assurance to Atlas-SSI of its financial ability to satisfy such deductibles or retentions.
Default and Remedies:
Customer shall pay to Atlas-SSI a late fee charge of the lesser of 5% per month or the highest rate allowed by law on all late payments, and a service charge of $50 for each check returned unpaid or credit declination. In the event that Customer fails to pay any outstanding invoice within sixty (60) days after the invoice date, the payment of all of the past, present and future unpaid installments of rent shall immediately become immediately due and payable to Atlas-SSI. If Customer defaults in the performance of any of Customer’s other obligations hereunder and such default shall not be cured by Customer within ten (10) days after written notice from Atlas-SSI, then, without further notice, Atlas-SSI may terminate this Contract and repossess any and all Equipment, and Customer agrees to pay to Atlas-SSI all past, present, and future unpaid installments of rent and the reasonable expenses, including cleaning, product disposal fees, and freight, incurred by Atlas-SSI in repossessing the Equipment, together with attorneys’ fees and costs, and specifically waives any damages Customer might incur in connection with such repossession.
This Contract shall remain in force until terminated by either party upon thirty (30) days’ written notice. Note, however, notice by Customer shall not be valid until the expiration of all Rental Terms, all Equipment has been returned in a satisfactory condition, and all outstanding invoices have been paid. The indemnities and guarantees within this Contract shall continue in full force and effect, notwithstanding the termination of the Contract or any Addendum thereto.
Atlas-SSI shall at all times remain the sole owner of the Equipment. Customer shall acquire no ownership rights whatsoever in any Equipment or any of Atlas-SSI’s intellectual property by virtue of paying rent or other charges hereunder… This Contract is for the lease of Equipment only, and not a sale, conditional or otherwise. Customer shall not pledge, mortgage or otherwise encumber the Equipment, or permit to exist upon the Equipment any lien, charge, or other right or interest.
Customer will allow Atlas-SSI or its representatives to audit Customer’s records pertaining to the location and quantity of Equipment rented and will cooperate fully with Atlas-SSI in protecting, locating and recovering its Equipment. Atlas-SSI shall have the right to inspect the Equipment at any time during normal business hours.
Neither Atlas-SSI nor Customer shall be liable for delay or non-performance of its obligations hereunder if the cause of delay or non-performance is an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation acts of God, acts of civil or military authority, governmental orders, war, fire, explosion, labor unrest (except if limited to the party affected) or epidemic (“Force Majeure”). The party affected will be relieved from its affected obligations as long as the Force Majeure lasts and hinders the performance of said obligations, it being understood that Force Majeure will not excuse Customer’s obligation to pay for invoices due in accordance with the provisions hereof. The party affected shall promptly notify the other party and if possible, make reasonable efforts to mitigate the effects of Force Majeure with reasonable dispatch.
Atlas-SSI may assign any part of its right title and interest under this Contract at will. Customer may not assign this Contract, or re-rent the Equipment, without Atlas-SSI’s prior written consent.
Any notice required under this Contract shall be given in writing, by overnight courier, or by U.S. mail at the address on this Contract, or such other place as either party may designate in writing to the other party.
This Contract embodies the entire agreement between the parties and prevails over any previous understandings, commitments or agreements pertaining to the subject matter hereof. This Contract may not be modified in any manner except by a written instrument signed by each party.
Remedies and Waivers:
Atlas-SSI’s remedies in the event of default shall not be exclusive but shall be cumulative and in addition to all other remedies existing at law or in equity. No waiver of any breach of any covenant, condition or stipulation herein shall be a waiver of any subsequent breach of the same covenant, condition, or stipulation, or a modification of the terms herein. If Customer is owned, directly or indirectly, in whole or in part, by any country or sovereign or is an authority or agency of any country or sovereign, then Customer hereby waives any and all rights and immunities, including, without limitation, any immunities from prejudgment seizure, arrest or attachment if may have under the Foreign Sovereign Immunities Act of 1976 (28 USC Section 1602, et seq.) as amended or any similar type of statute, law, rule or regulation of any country or sovereign.
Governing Law and Dispute Resolution:
This Contract shall be construed in accordance with and governed by the laws of the State of Mississippi, excluding its conflicts of laws rules. The parties agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from this agreement. Any disputes hereunder that cannot be resolved amicably will be subject to the exclusive jurisdiction of the State District Courts of Lawrence County, Mississippi and/or the United States District Court for the Southern District of Mississippi, and the parties hereby consent to such jurisdiction.
This Contract and the addenda hereto are subordinate to any chattel, mortgage, pledge, security agreement, conditional sales contract, lease or like agreement applicable to the Equipment to which Atlas-SSI is bound.
Addendum to Atlas-SSI Rental Contract
Lease Addendum No.: ________________________
Contract No.: _______________________________
This is an ADDENDUM to the Master Equipment Rental Contact (“Contract”) by and between Atlas-SSI, Inc. (“Atlas-SSI”) and ____________________________________ (“Customer”) executed on ______________________, 20___. The purpose of this Addendum is to identify the Equipment that Customer agrees to rent from Atlas-SSI under the terms of the Contract and the duration and cost of such rental. Customer may rent additional Equipment from Atlas-SSI beyond this Addendum under separate addendums.
The chart below describes the Equipment, the Rental Amount, and the Rental Term.
|Qty.||Equipment Description||Rental Amount Per Day (In $USD)||Minimum Rental Term per Item||Replacement Value||Rental Return Location|
Dated this the_____day of ____, 20___
Company Name: ________________________
LEASE COMMENCEMENT INSPECTION PROCEDURES/CHECKLIST
Customer will inspect all Equipment upon receipt. Should Customer note any damage, other than minor dents or scratches that are only on the surface and have no creased depth, Customer must indicate it below, and return this sheet to Atlas-SSI within fifteen (15) days following Customer’s receipt of the Equipment. Please use a separate sheet for each piece of Equipment. Customer waives Customer’s right to dispute any damages or defects, and assumes sole financial responsibility to repair same, for any Equipment damage which is not noted on this form (and this form is returned to Atlas-SSI within the applicable time frame), and any damage caused during transit.
SHOULD EQUIPMENT BE DELIVERED IN A DAMAGED CONDITION, ATLAS-SSI, AT ITS OPTION, WILL EITHER REPAIR THE DEFECTS OR REPLACE THE DEFECTIVE EQUIPMENT.
For more information contact Atlas-SSI Rentals at and send this completed sheet to:
Equipment Serial # ________________________
Instructions to CUSTOMER: Note all damage on this form using the following diagrams and the presence or absence of the listed gaskets in good condition:
|Note All Damage on Diagram (Exhibit A Page 2): Describe All Damage Here:|
LEASE COMMENCEMENT INSPECTION PROCEDURES/CHECKLIST
To evidence delivery by Atlas-SSI and receipt and acceptance of Equipment by Customer, at the time of delivery, Customer or its authorized agent and the authorized Atlas-SSI depot will execute an equipment interchange report (E.I.R.) in the form prescribed by Atlas-SSI or on such other form as the parties may agree. Delivery is complete when Atlas-SSI makes the Equipment available at the depot for loading by Customer onto Customer’s carrier.
Fax or Email this completed form within 15 Calendar Days of receipt of Equipment to:
Highlight all damaged areas
EQUIPMENT RETURN PROCEDURES
Customer must return the Equipment to Atlas-SSI in a certified clean condition, or to an Approved Cleaner (a listing of which can be found at www.atlas-ssi.com).
Customer must contact Atlas-SSI Customer Service when ready to return the Equipment. The following information is
required before a Rental Return Authorization Number can be issued:
- Serial Numbers of each piece of Equipment
- Location of Equipment
- Last contained products MSDS/SDS sheets for each piece of Equipment
- Will the Equipment be cleaned prior to return or will it require cleaning
- Payment Method for either the cleaning or the Inspection of the Equipment
- Will you require assistance with the transportation of the return Equipment
- Contact Name and Phone Number to schedule the pick up
- When will the Equipment be available for pick up
- Complete address of pick up location
- Any special requirements for the pick up
GENERAL EQUIPMENT RETURN PROVISIONS:
The following provisions are included in the Contract between Atlas-SSI and Customer to which this Exhibit B is attached, but are repeated here for emphasis:
- Customer may not return more than two pieces of Equipment during any seven-day weekly period (Sunday-Saturday
- Customer shall give Atlas-SSI not less than 48 hours prior written notice before returning any piece of Equipment, and such notice must specify the Equipment to be returned and correlating rental order number specified above. Atlas-SSI will issue a return authorization during that 48-hour period, and Customer must allow a minimum of 48 hours from the time of such notice before returning the Equipment to Atlas-SSI.
- If Customer disputes any repair estimate or invoice relating to returned Equipment, Customer may not return any additional Equipment from its rental fleet to Atlas-SSI until such dispute has been resolved and Customer has issued a PO number against the repairs.
- Equipment shall be not be effectively returned, and shall remain on rent, until Customer has issued a PO number for any repair estimate issued by Hoover or its third-party depot (after receipt, cleaning and inspection of such Equipment).
- If Customer disputes a repair estimate or invoice, Customer shall continue to pay rent on such Equipment subject to the repair dispute until the dispute is resolved and closed out to Atlas-SSI’s sole satisfaction.
- Even after Equipment has been effectively returned under the Contract terms, later inspection may reveal the need for further repair or cleaning (in Atlas-SSI’s or its approved cleaner’s sole discretion), and in such case, Customer shall be charged rent until re-cleaning or repairs are completed, or until the Customer has issued a P.O. number against a repair estimate for the Equipment.
- For extensive repairs requiring insurance company approval or Equipment has been deemed a total loss, Customer shall pay rent until repairs are completed or a PO number has issued against the total loss Replacement Value.
- Before returning any Equipment, Customer must contact Atlas-SSI to obtain a Rental Return Authorization (RRA).
- Customer shall have the Equipment cleaned. The Customer is responsible for the freight to have the Equipment returned to the Approved Cleaning facility per the instructions provided on the RRA. Atlas-SSI can assist with the transportation if requested but it is the Customer’s responsibility to confirm that the Equipment is returned.
- Equipment should be delivered clean and without damage. All Customer product labels and decals should be removed. Do not grind, buff, or sandblast the Equipment internally or externally.
- Equipment will be removed from the rental program and daily rental fees will conclude once Customer has provided the payment method for the inspection and Atlas-SSI has determined, in its sole discretion, that the Equipment is in the same condition as at the beginning of the Rental Term, normal wear and tear excepted, and meets or exceeds Atlas-SSI’s certified clean standards.
Effectiveness of Returns
Equipment must be shipped to Atlas-SSI prepaid. Atlas-SSI and Customer agree that information, or a lack of information, on a bill of lading shall not be considered an indication of condition of the Equipment, or its state of cleanliness.
The Rental Term shall continue until the Equipment is effectively returned to Atlas-SSI. Equipment shall be effectively returned when the depot issues a repair invoice (after receipt, cleaning and inspection of such Equipment) and either Customer approves repair invoice, or fifteen (15) days after such invoice has expired. Equipment returned directly to Atlas-SSI shall be effectively returned when it is received by Atlas-SSI, and Atlas-SSI has determined, in its sole discretion, that the Equipment is in the same condition as at the beginning of the Rental Term, normal wear and tear excepted, and is in a certified clean condition. Notwithstanding any of the foregoing definitions of effective return, should later inspection reveal, in Atlas-SSI’s sole discretion, the need for further repair or cleaning, Customer shall be charged rent until re-cleaning is completed, or the expiration of fifteen days after the issuance of a repair invoice by Atlas-SSI to Customer, as applicable. For extensive repairs requiring insurance company approval or in the case of Equipment that is deemed a total loss, Customer shall pay rent until repair is completed or a P.O. number is issued against the total loss Replacement Value.
If Atlas-SSI determines, in its sole discretion, that Equipment is damaged or has any missing parts, is in need of certification, or must be re-cleaned, Customer will pay Atlas-SSI for all costs and expenses associated therewith. Atlas-SSI will issue a repair invoice to Customer, listing of any necessary repair, cleaning, inspection, or certification. Customer, or its agent, shall have the opportunity to inspect the Equipment provided a request for such inspection is received by Atlas-SSI within fifteen (15) days after the date of the invoice. Barring such request, Atlas-SSI will proceed to repair, re-clean, inspect, or certify the Equipment, as necessary, and Customer shall pay Atlas-SSI the amount indicated within thirty (30) days of Customer’s receipt of the invoice. . If Customer disputes a repair estimate or invoice, Customer shall continue to pay rent on such Equipment subject to the repair dispute until the dispute is resolved and closed out to Atlas-SSI’s sole satisfaction.
Once the inspection process has been completed and the Equipment meets the Atlas-SSI Certified Clean Standard and all billing has been resolved then the Equipment will be removed from the Rental program.
EQUIPMENT RENTAL RETURN INSPECTION CHECKLIST
All Equipment is to be inspected by Atlas-SSI at the time of return for any damage or defects, including defects in cleanliness. Any Equipment damage or defect will be noted by Atlas-SSI on this sheet, and a copy of this sheet, listing of any necessary repair, cleaning, inspection, or certification, and an invoice reflecting the associated cost, will be sent to Customer. If Atlas-SSI determines, in its sole discretion, that Equipment is damaged or has any missing parts, is in need of certification, or must be re-cleaned, Customer will pay Atlas-SSI for all costs and expenses associated therewith. Atlas-SSI will issue a repair invoice to Customer, listing of any necessary repair, cleaning, inspection, or certification. Customer, or its agent, shall have the opportunity to inspect the Equipment provided a request for such inspection is received by Atlas-SSI within fifteen (15) days after the date of the invoice. Barring such request, Atlas-SSI will proceed to repair, re-clean, inspect, or certify the Equipment, as necessary, and Customer shall pay Atlas-SSI the amount indicated within thirty (30) days of Customer’s receipt of the invoice. The Rental Term of the Equipment shall continue until payment is received.
For more information contact Atlas-SSI Rentals:
Equipment Serial # _____________________
Assessment of Equipment at time of return:
(Note: Use appropriate diagram to be used for specific equipment):
|All Damage is to be noted on Bucket Diagram (Exhibit C Page 2): Further clarification below as necessary:|
Equipment Termination Inspection Assessment
(To Be Completed by Atlas-SSI or Approved Cleaner)
|Item/Description of Damage||Repair or Replacement Cost|
Atlas-SSI or Approved Cleaner Signature: ______________________
Date Sent to Customer & Invoice Date: ________________________